Fit
Broker-dealer or securities broker?
“A broker-dealer can deal on its own account; a securities broker, only on behalf of third parties. If your model takes proprietary positions, the firm type and the capital change.”
Broker-Dealer License in Spain (Sociedad de Valores)
A broker-dealer (sociedad de valores) is the most complete type of investment firm: it can deal on its own account and on behalf of third parties and provide all investment services. Capital: €750,000. We help you with regulatory fit, the CNMV application and compliance.
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- Initial capital
- €750,000
- Securities broker capital
- €150,000
- Key regulation
- Law 6/2023
- Investment firm regulation
- Royal Decree 813/2023
Services
What you need for a broker-dealer (sociedad de valores)
Six building blocks that make up a coherent, defensible CNMV application to authorize the most complete investment firm: the one that can deal both on its own account and on behalf of third parties.
Assessment
Investment firm regulatory fit
We analyze whether your model requires a broker-dealer (own account, €750,000) or is a better fit as a securities broker (agencia de valores), a portfolio management company or an EAF/EAFN, depending on the investment services you will provide.
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LMVRD 813/2023CNMVPerimeter
Application
CNMV authorization application
We prepare the application file: program of activities, fit and proper assessment of directors, corporate structure, capital, internal policies and responses to requests for information, for a solid process.
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Program of activitiesFit and properCapital €750,000
Governance
Structure, risk and internal control
We design a robust organization: fit and proper directors, compliance functions, risk management (including proprietary portfolio risk) and internal audit.
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Corporate governanceKey functions
MiFID II
Conduct, best execution and conflicts
We implement client classification, suitability and appropriateness, best execution, conflict-of-interest management and the separation between own-account and client business.
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Best executionConflicts
AML/CFT
Anti-money laundering for investment firms
As a financial obliged entity, a broker-dealer must implement the AML/CFT framework: risk assessment, KYC, monitoring, SEPBLAC representative and training.
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KYCSEPBLAC
DORA
Digital resilience and third parties
We organize outsourcing, SLAs, business continuity and DORA compliance, which applies to investment firms authorized in the EU.
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DORAOutsourcing
Profiles
A different application for each investment project
Brokers dealing on their own account, market makers, execution platforms or managers who want the broadest license: the broker-dealer has its own regulatory fit and specific requirements.
CNMV
A solid, consistent application
“Authorization is not won with polished paperwork: it takes consistency between business, capital, governance, risk management, conduct and technology.”
Own account
Portfolio risk management
“Dealing on own account adds market and solvency risk. Control of the proprietary portfolio and of conflicts with clients is central to the application.”
Compliance
AML/CFT and ongoing control
“Authorization is not the end. An investment firm needs operational AML/CFT, internal control, reporting to the CNMV and constant monitoring from day one.”
Why it matters
Why is authorization critical?
Providing investment services without authorization, filing an inconsistent application, or neglecting MiFID II conduct and proprietary portfolio risk management can halt your business and expose you to penalties.
The most common mistake: underestimating what dealing on own account involves. A broker-dealer takes on market and solvency risk, which raises the capital, control and reporting requirements.
The CNMV reviews consistency, not just documents: if the business model, capital, fit and proper, MiFID II conduct, risk management and outsourcing do not fit together, the application loses strength and requests for information multiply.
Conflicts of interest are closely watched: when you deal on your own account and on behalf of clients at the same time, segregation of duties and the conflicts policy are core components, not annexes.
Reserved activity
Immediate cessation
Providing reserved investment services without CNMV authorization can lead to the activity being halted and to sanctioning proceedings.
Penalties
Very serious
The LMV classifies the unauthorized performance of reserved activities as a very serious infringement, with liability for directors.
Commercial risk
Blocked
Markets, counterparties and partners require an active CNMV authorization before you operate: without it, agreements are blocked.
Does your project need a broker-dealer (sociedad de valores)?
Before opening the application, it is worth validating the scope of investment services, deciding whether you need to deal on your own account and checking whether the structure can meet the requirements for capital, governance, MiFID II conduct, risk management, AML/CFT and ongoing control.
Frequently asked questions
Broker-dealers: common questions
What is a broker-dealer (sociedad de valores)?
A broker-dealer (sociedad de valores) is an investment firm (ESI) and, among investment firms, the most complete type: it can provide all investment services and the ancillary services provided for by law. Its distinctive feature is that it is authorized to deal on its own account, as well as on behalf of third parties.
It is subject to authorization, registration and supervision by the CNMV and, as a financial institution, it is an obliged entity for anti-money laundering purposes.
How does it differ from a securities broker (agencia de valores)?
The essential difference is on whose behalf they operate:
- A broker-dealer can operate on its own account and on behalf of third parties, taking proprietary positions.
- A securities broker can only operate on behalf of others, without dealing on its own account.
The broader scope of a broker-dealer means more risk and, therefore, a higher minimum capital.
What is the minimum capital?
The initial capital of a broker-dealer is €750,000, under the current implementing regulations (Royal Decree 813/2023). It is the highest among investment firms, precisely because a broker-dealer can deal on its own account.
On top of that initial capital come the own funds and solvency requirements arising from the prudential framework for investment firms.
Which laws regulate it?
The current framework is Law 6/2023 on Securities Markets and Investment Services (LMV) and its implementing regulation, Royal Decree 813/2023, which repealed the former Royal Decree 217/2008. On top of this come the MiFID II conduct rules and anti-money laundering legislation.
Authorization, registration and supervision are the responsibility of the CNMV.
What services can it provide?
It can provide the full range of investment services: reception and transmission of orders, execution, dealing on own account, portfolio management, advice, placing and underwriting of issues, as well as ancillary services (including safekeeping and administration of financial instruments), within the scope authorized in its program of activities.
Can it hold client money and securities in custody?
Yes. As one of its ancillary services, it can provide safekeeping and administration of financial instruments on behalf of clients, subject to the safeguarding and asset segregation obligations imposed by the rules. Clients’ securities and cash accounts must be properly identified and segregated.
Is it an obliged entity for anti-money laundering purposes?
Yes. Investment firms are financial obliged entities under Law 10/2010. They must implement a full AML/CFT system: risk assessment, due diligence (KYC), monitoring, SEPBLAC representative, training and, where applicable, an external expert review.
How long does authorization take?
It depends on the complexity of the project and the quality of the application. Because a broker-dealer deals on its own account and may hold client assets, the scrutiny of capital, solvency and risk control is more intense, which can lengthen the process.
A coherent, complete application from the start is the best way to shorten timelines and reduce requests for information.
People also ask
Broker-dealers: CNMV register, FOGAIN, passporting and own account
Is it listed in the CNMV register?
Yes. Every authorized investment firm is entered in the CNMV official register, which is public and searchable. Registration is a condition for operating and allows clients and counterparties to verify that the firm is authorized and to see the scope of its services.
What does “dealing on own account” mean?
It means trading with the firm’s own assets, taking positions and market risk, as opposed to executing orders on behalf of clients. It is the power that distinguishes a broker-dealer from a securities broker, and it requires enhanced risk and conflict-of-interest controls.
Is it covered by FOGAIN?
Broker-dealers are subject to the Investment Guarantee Fund (FOGAIN) regime, which compensates investors in certain cases of insolvency or default by the firm, within the limits set by law.
Can it operate in other EU countries?
Yes, through the MiFID II EU passport: an investment firm authorized in Spain can provide services in the rest of the EEA under the free provision of services or through a branch, by notifying the CNMV, without a new authorization in each State.
Can it have agents?
Yes. It can appoint agents to promote business or provide services on its behalf, but it must notify those agency relationships to the CNMV and keep a documentary record. The firm is liable for its agents’ actions.
How are conflicts of interest managed?
Because it acts on its own account and on behalf of clients at the same time, it must have a conflicts of interest policy, segregation of duties, information barriers and records showing that the client’s interest prevails. This is one of the areas the CNMV watches most closely.
Cost and firm types
Capital and comparison of investment firm types
There is no single fee: the cost depends on the regulatory capital required and the complexity of the application. We help you size it before you start.
What drives the cost
The total cost of setting up a broker-dealer combines two blocks: the regulatory capital required by law and the structuring cost of the project and the application.
- Minimum capital
- €750,000 of initial capital, plus own funds and solvency proportionate to the activity and to the risk of the proprietary portfolio.
- Scope
- Investment services, dealing on own account, custody, use of agents and EU passport.
- Starting point
- Structuring from scratch is not the same as reviewing an application already under way.
- Recurring cost
- Ongoing compliance, MiFID II conduct, risk management, AML/CFT, DORA and reporting to the CNMV.
How we build the budget
Before committing to fees, we settle the regulatory fit and the real scope of the project. That way you avoid paying for work you do not need and get a realistic estimate of effort and timelines.
- Initial assessment of the model and the right firm type.
- Phased proposal: regulatory fit, application, conduct/risk/AML and compliance.
- Timeline estimate tailored to your case, not generic templates.
| Firm type (ESI) | Initial capital | Own account? | Asset custody? | Key feature |
|---|---|---|---|---|
| Broker-dealer (sociedad de valores) | €750,000 | Yes | Yes (if authorized) | The most complete investment firm: own account and on behalf of third parties |
| Securities broker (agencia de valores) | €150,000 | No | Yes (if authorized) or operating an MTF/OTF | Only on behalf of third parties |
| Simplified securities broker (agencia de valores simplificada) | €75,000 | No | No | No custody of client money or securities |
| Portfolio management company (SGC) | €75,000 | No | No | Portfolio management and advice |
| EAF (financial advisory firm) | €75,000 | No | No | Investment advice only |
| EAFN (national) | €50,000 or liability insurance | No | No | National-scope advice |
Initial capital figures under Royal Decree 813/2023. An EAFN may replace capital with professional liability insurance (minimum cover of €1,000,000 per claim and €1,500,000 per year) or an equivalent guarantee. The exact fit and solvency requirements depend on the specific services to be provided; it is advisable to validate them case by case before starting the application.
Operational guide
How to get a broker-dealer authorized: a practical guide
Authorization is not just a formality: it is a system that must demonstrate consistency between business model, capital, governance, risk management, MiFID II conduct and evidence. The key is to build, from the outset, a firm that can withstand real supervision.
What the CNMV really assesses
Not just the business idea. It analyzes whether the structure can support it: sufficient capital and solvency, fit and proper directors, key functions, proprietary portfolio risk management and real operational capacity.
The most underestimated risk
Dealing on own account adds market and solvency risk and multiplies conflicts of interest with clients. Its controls must be designed before the application, not after.
The license is the beginning, not the end
MiFID II conduct, operational AML/CFT, DORA, reporting to the CNMV, audits and handling of requests for information must be designed to last over time, not just to get through the initial application.
Checklist: preparation in 10 steps
- Regulatory fit: confirm whether the model requires a broker-dealer and which investment services will be provided.
- Right firm type: choose between a broker-dealer, a securities broker (simplified or standard), an SGC or an EAF/EAFN.
- Corporate structure: public limited company (S.A.), minimum capital (€750,000), fit and proper shareholders and directors.
- Program of activities: a coherent description of the business, clients, markets, technology and investment services.
- Capital and solvency: evidence the initial capital and a prudential framework proportionate to the proprietary portfolio and the risk taken on.
- Governance and key functions: organizational chart, compliance, risk management, internal audit and conflicts of interest policy.
- MiFID II conduct: client classification, suitability and appropriateness, information, best execution and separation of own-account and client business.
- AML/CFT framework: risk assessment, KYC, monitoring, SEPBLAC representative and training.
- Safeguarding and outsourcing: protection of client assets, contracts, SLAs, continuity and DORA.
- Ongoing compliance: design reporting to the CNMV, audits and the handling of requests for information from the outset.
If you want to structure your application from scratch or review the current status of your project, see our securities market regulation services or our corporate compliance practice.
Broker-dealer: the operational view
CNMV authorization: from idea to application
An effective broker-dealer is not a dossier: it is a set of coherent decisions (regulatory fit, capital and solvency, MiFID II conduct, proprietary portfolio risk management, AML/CFT, governance and outsourcing) demonstrated through traceability. Here is a visual panel to understand how it works in practice.
1) FitRegulatory fit: define first, then apply
The goal is not to “get the license faster”: it is to make sure the model really needs to deal on its own account, and with what scope. That decision shapes capital and the application.
- Analysis of the actual investment service
- Broker-dealer vs. securities broker
- Scope: own account and custody
2) ApplicationApplication: consistency across all components
The CNMV reviews consistency. The program of activities, capital, fit and proper, policies, technology and outsourcing must fit together without internal contradictions.
- Detailed program of activities
- Initial capital of €750,000 evidenced
- Directors’ fit and proper assessment
3) Risk and conductOwn account: risk and conflicts
Dealing on own account requires controlling market risk, solvency and conflicts with clients. When this is designed late, it weakens the authorization or creates structural gaps.
- Proprietary portfolio risk management
- Best execution of orders
- Conflicts of interest policy
4) ComplianceOngoing compliance: without it, the license does not “live”
MiFID II conduct, operational AML/CFT, DORA, audits and reporting turn the company into a real firm: monitoring, corrections and living evidence from day one.
Tip: inspections typically review the separation of own-account and client business, best execution records, conflicts of interest and solvency.
Quick decisionPractical map: which firm type does your project need?
Own account
Broker-dealer: you deal on your own account and on behalf of third parties. Capital €750,000.
Third parties only
Securities broker (€150,000) or simplified securities broker without custody (€75,000).
Advice only
EAF/EAFN or SGC: advice or portfolio management without dealing on own account.
Playbook
The broker-dealer in practice
Regulatory fit
A reasoned analysis showing that the activity requires a broker-dealer and not another firm type, with its scope (own account, custody, services).
Regulatory fit report, service description and comparison of investment firm types.
Capital and solvency
Evidence of the initial capital (€750,000) and of a prudential framework proportionate to the proprietary portfolio risk.
Proof of capital, financial plan and solvency projections.
MiFID II conduct
Client classification, suitability and appropriateness, information, best execution and separation of own-account and client business.
Conduct procedures, best execution policy and conflicts of interest register.
AML/CFT
Risk assessment, onboarding, monitoring and reporting proportionate to the firm’s profile.
AML/CFT manual, KYC files, alert log and evidence of staff training.
Governance and control
Fit and proper directors, key functions, risk management and an internal control system.
Minutes, appointments, conflicts policy, risk map and annual audit plan.
Common mistakes that delay or block authorization
Spot them before filing the application to avoid costly requests for information.
- Choosing a broker-dealer when the model does not need to deal on own account (and taking on more capital and requirements than needed).
- Underestimating proprietary portfolio risk management and conflicts of interest with clients.
- Treating legal, business, risk, technology and operations as if they were separate worlds.
- Directors who cannot demonstrate fitness and good repute to the CNMV.
- Outsourcing without contracts, SLAs or a documented continuity framework.
Operational glossary
Key concepts: broker-dealers and investment firms
If you are structuring a broker-dealer (sociedad de valores), these terms come up in the application, in internal policies and in dealings with the CNMV. Understanding them well helps you build a coherent project.
ESIBasics
Investment firm
A firm authorized by the CNMV to provide investment services: broker-dealers, securities brokers, portfolio management companies and financial advisory firms.
Governed by: Law 6/2023 (LMV) and Royal Decree 813/2023.
Sociedad de valoresCore
The most complete investment firm
An investment firm that can provide all investment services and deal both on its own account and on behalf of third parties. Initial capital of €750,000.
Difference from a securities broker: it deals on its own account.
Own accountKey
Dealing on own account
Trading with the firm’s own assets, taking positions and market risk. It is the power that distinguishes a broker-dealer from a securities broker.
Requires enhanced risk and conflict-of-interest controls.
MiFID IIConduct
Conduct of business rules
European investor protection framework: client classification, suitability and appropriateness, information, best execution, conflicts of interest and product governance.
Applies to all of the broker-dealer’s services.
CustodyAncillary service
Safekeeping and administration
Ancillary service of holding and administering financial instruments on behalf of clients, with asset segregation and safeguarding. A broker-dealer may provide it if authorized.
Individual, segregated client accounts.
FOGAINGuarantee
Investment Guarantee Fund
Investor compensation scheme for certain cases of insolvency or default by an investment firm. Broker-dealers are subject to its contribution regime.
Coverage within legal limits.
Conflict of interestConduct
Conflicts policy
A set of measures to prevent the firm’s own interest from harming the client, especially when it deals on its own account and on behalf of third parties at the same time.
Segregation of duties and information barriers.
Program of activitiesApplication
Regulatory business plan
The core document of the application: it describes the investment services to be provided, the operating structure, the markets, the clients and the partners of the future firm.
It must be consistent with all the policies in the application.
DORAICT resilience
Digital Operational Resilience Act
EU regulation requiring an ICT risk management framework, business continuity, incident reporting and oversight of critical providers.
Applies to investment firms authorized in the EU.
Contact
Book a call
Tell us about your project and we will explain how to structure your broker-dealer so it works in practice, with the shortest possible authorization timeline.
Regulatory framework for broker-dealers (sociedades de valores) in Spain: LMV and Royal Decree 813/2023
Investment firms, including broker-dealers, are regulated by Law 6/2023 on Securities Markets and Investment Services and its implementing regulation, Royal Decree 813/2023, which repealed the former Royal Decree 217/2008. Authorization, registration and supervision are the responsibility of the CNMV, which assesses the suitability of the project, solvency, corporate governance and the strength of the application.
The most complete investment firm: own account and on behalf of third parties
A broker-dealer is the investment firm that can provide all investment services and operate both on behalf of clients and on its own account. That power—dealing with its own assets—distinguishes it from a securities broker, which only operates on behalf of others, and explains why it is subject to higher capital and risk control requirements.
Initial capital by firm type
Royal Decree 813/2023 sets the initial capital for each investment firm: broker-dealer €750,000; securities broker €150,000 (also if authorized to operate an MTF/OTF); securities broker not authorized to hold client money or securities €75,000; portfolio management company and EAF €75,000; and EAFN €50,000, which can be replaced by professional liability insurance with minimum cover of €1,000,000 per claim and €1,500,000 per year.
MiFID II conduct, custody and investor protection
Every broker-dealer is subject to the MiFID II conduct of business rules: client classification, suitability and appropriateness assessment, pre-contractual information, best execution of orders, conflict-of-interest management and product governance. If it provides the ancillary custody service, it must safeguard and segregate client assets. In addition, as a financial institution, it is an obliged entity for anti-money laundering purposes under Law 10/2010.
Securities markets
Related areas
Resources and blog
Official sources
Key legislation, linked to the official text:
- Royal Decree 813/2023 of November 8 on the legal regime of investment firms and other entities providing investment servicesBOE · consolidated text
- Law 6/2023 of March 17 on Securities Markets and Investment ServicesBOE · consolidated text
- Law 10/2010 of April 28 on the prevention of money laundering and terrorist financingBOE · consolidated text
Legislation and links reviewed in .